Mr. Kip Underwood reports

BURCON CLOSES SECOND TRANCHE OF NON-BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES OF UP TO $6.9 MILLION

Burcon NutraScience Corp. has closed the second tranche of its previously announced non-brokered private placement (see news releases of the company dated Jan. 2, 2026, and Jan. 9, 2026) of convertible debentures for an aggregate principal amount of $6.9-million.

Under the second tranche, Burcon issued convertible debentures in the aggregate principal amount of $2.75-million. To date, insiders of the company have subscribed for convertible debentures totalling $2.7-million in principal amount under the first and second tranches, and Burcon has closed an aggregate of $4-million principal amount under the private placement. The company expects to close the final tranche of the private placement prior to April 24, 2026.

"The successful closing of the cash portion of our financing marks an important milestone for Burcon," said Kip Underwood, Burcon's chief executive officer. "With the full targeted cash proceeds now secured, we have strengthened our balance sheet and enhanced our ability to scale production and accelerate commercial execution. The remaining loan conversion component is a non-cash transaction and will further align stakeholders as we continue building long-term value."

The convertible debentures terms and use the net proceeds from the private placement are set out in the company's news release dated Jan. 2, 2026. The company did not pay any finder's fee in connection with the private placement. The company has received an aggregate of $4-million in cash from the closing of the first and second tranches of the private placement. As disclosed in the company's management proxy circular dated Jan. 12, 2026, the company expects that $2.3-million of the private placement will be paid by way of an offset from a loan due to an insider of the company. A further $600,000 of the private placement is expected to be paid by way of an offset from a loan due to an insider of the company.

The issuance of convertible debentures to insiders under the private placement will be considered a related-party transaction under Multilateral Instrument 61-101. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 on the basis that the participation in the private placement by insiders does not exceed 25 per cent of the company's market capitalization.

About Burcon NutraScience Corp.

Burcon is a global technology leader in high performance plant-based proteins for the food and beverage industry. Its commercial ingredients offer superior taste, texture and functionality -- ideal for formulators seeking next-generation protein solutions. Backed by over two decades of innovation, Burcon holds an extensive patent portfolio covering novel proteins derived from pea, canola, soy, hemp, sunflower and other plant sources. As a key player in the rapidly growing plant-based market, Burcon is committed to sustainability and to creating best-in-class protein solutions that are better for people and the planet.

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